As filed with the Securities and Exchange Commission on April 29, 2019
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Thor industries, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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93-0768752
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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601 East Beardsley Avenue
Elkhart, Indiana 46514-3305
(574)
970-7460
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
W. TODD WOELFER
Senior
Vice President, General Counsel and Secretary
Thor Industries, Inc.
601 East Beardsley Avenue
Elkhart, Indiana 46514-3305
(574)
970-7460
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES OF ALL CORRESPONDENCE TO:
Stephen J. Hackman, Esq.
Ice Miller LLP
One
American Square, Suite 2900
Indianapolis, Indiana 46282-0200
(317)
236-5803
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
(1)
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Proposed Maximum
Offering Price
Per Shares
(2)
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Proposed Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common Stock, par value $0.10 per share
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2,256,492
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$68.75
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$155,133,825.00
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$18,802.22
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(1)
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Pursuant to Rule 416 under the Securities Act, includes an undetermined number of additional shares of common
stock as may from time to time be issued by reason of stock splits, stock dividends and other similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities
Act, based upon the average of the high and low selling prices of the common stock on April 22, 2019, as reported on the New York Stock Exchange.
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